Inside the Beast Wars Bed and Breakfast
by Airrizzon
Summary: This fic was written about the people I met in the BWB&B. I claim no rights to any characters owned by Hazbro. Thanks Soul, Shock, PP, Sky, and Darktide for making this fic possible! Warning some chapters may contain man on man sex.
1. Chapter 1

**Inside The Beast Wars Bed and Breakfast**

_This fic is for all my friends at the BWB&B here on Thank you for making it such a success, and for becoming my bot family._

Airrizzon opened the blinds in the upstairs bedroom she claimed as her own. It was dawn, and it was time to open shop. She climbed downstairs, and felt a slight swooping sensation in her stomach as she heard Darktide snorring in one of the rooms.

She picked a broom up from the corner, and began sweeping up the sugar packets, sweet wrapers, and energon pizza crumbs from the day before.

As she swept them all into a dustpan, and tossed them into the garbage, she looked around the cave she'd made into her home. It's stone walls, and upstairs level had been meticulously carved out, to make the most stunning Bed and Breakfast of any age. Energon crystals hung from the celing like shandelires. Airrizzon was proud of her little home.

She unbolted the front door, and began cooking some dodo eggs. _At least I know small comforts like this will never disapear._ She thought to herself with a smile.

There was a loud grunt from upstairs, and a loud curse, then more snoring. Airrizzon shook her head. _Ah Darktide..._ She thought smiling and blushing, that sensation returning again.

She had just transformed into her snow leopard/falcon beast mode, and laid down on the couch to devour the eggs when a buzzing sound could be heard outside, getting louder every moment. She looked at her eggs for a moment. "Oh no..." She transformed, jumping up, and carried her plate of eggs to behind the counter. She just slid them behind a shelf when the door burst open. A large paper wasp flew in the room.

"Hiya Airrizzon! Man Megs is thick. He actualy bought my story of scouting the Maxi's out today. I'll pop by there later if I got the time." Suddenly the wasp froze, and sniffed the air. Airrizzon walked in front of the shelf behind the desk. "OMG DODO EGGS!!!"

"Shock, no please, OUFF!" Airrizzon gasped as the wasp bowled her over, landing on her chest.

"ALL FOR THE BOX!" Shockbox yelled as she spotted the plate of eggs on the shelf, and dove at them. She'd inhaled the whole batch before Airrizzon could sit back up.

"Aw Shock, that was my breakfast! Now what am I supposed to do?" Airrizzon said, pulling herself up off the ground.

Shock let out a mighty belch, and wiped her face. "That wasn't nearly enough for a breakfast. Why don't you cook up some more?"

Airrizzon laughed. Dispite Shock's habbit of eating everything in site, and being a Predicon, she was one of Airrizzon's best customer's, and a good friend. "Alright. I'll make up some more. Make yourself at home." She grinned as Shockbox transformed, and flopped down on Airrizzon's vacated couch.

"Don't mind if I do! Got a pick me up?" She asked, and Airrizzon tossed her a beer.

Airrizzon busied herself at the stove behind the counter, making a large quantity of eggs for the two of them. A loud grunt could be heard from upstairs, and Airrizzon began to blush again, glad her back was turned to Shock. It didn't matter. "So when you gonna ask him out?"

Airrizzon dropped the plate she was about to spoon scrambled egg onto. "What are you talking about Shock? Ask who out?"

As if in respoce, another loud snore echoed from upstairs. Shock shook her head. "Come on Airrizzon it's obvious you like him. He likes you too you know. I've seen him looking at you when your back's turned."

Airrizzon continued to blush, and tried to ignore that swooping, tingling feeling inside her. She was spared making a coment by the door opening again. A twelve tailed fox walked in followed by a pink panther. "Morning Shock. Morning Air. I could smell those eggs two sectors away. Got any bacon?" the fox said.

Airrizzon smiled, and poured the eggs on four plates. "Morning Soul, PP. How's your head? I know you drank a little more than you should have last night." She asked the fox.

Soultail Omega-Light was a Maximal who specialised in nearly everything; thievery, alchemy, explosives. She could shift from calm and solemn, to humorous and random from one moment to the next, which was one of her most endearing qualities. The three women were inseparable friends despite their backgrounds.

Soultail rubbed her head absentmindedly. "Oh I'm alright now. PP got me home safely."

"After about three cycles. It's not easy trying to support her weight when she's trying to dance, and sing 'can you do the can can.'" The Panther said. Pink Panther was a hyperactive, ADHD fembot, with aspergers syndrome. Despite the fact she was as loyal to her friends, and the Maximals as a dog to it's owner. She was just as friendly, and easygoing too.

"Just glad the ape didn't figure out you weren't on patrol." Shock said moving over on the couch to let the other two sit. One of the things the three had agreed on, was they never discussed meeting at the B&B with their leaders, or other faction members. It was suspected they knew about it, but ignored the B&B's existence, and the interactions their members had there. "Now Airrizzon, you never answered me. When you gonna ask him out?"

Soul looked over enquiringly and smiled. "Still haven't gotten up enough nerve to ask him? Not even after how long you two have known each other."

"It hasn't been that long." Airrizzon muttered.

"Bull. You two met just before you opened the B&B. He helped you build it. He told me a few days ago." Pink said grabbing a beer, and sipping on it matter of factly.

Airrizzon put some bacon on the frying pan, and ignored her eggs for the moment. "Well you know how he likes to tell stories. Said he hurt his ankle in a fight with some aliens, and we later found out he just got a few ants that crawled into his circuits, and fried them up a bit."

Soul shook her head. "Your making excuses Airrizzon. Look, when he comes down here, just tell him how you feel."

Airrizzon shook her head. "It's not that easy Soul. He and I..." Suddenly Soul jumped up, aimed her gun at the window, and fired.

A cyber bee fell, and lay sparking on the ground. Shock moved over to it, her eyes wide. "Scorpinok!" She picked up the bee, opened a panel on it's head. "Please don't be..." Her face turned pail. "It's already sent out a broadcast to the Darkside. I gotta get outta here, and try to stop Megatron before he arrives."

Soultail and Pink stood up, and Pink put her hand on Shockbox's shoulder. "Shock, he'll blast you for hanging out with us here! You can't face him."

Shock pulled her arm away. "I'm not gonna let him blast the B&B! I'll put up with whatever he does."

Soul nodded with a sick look on her face. "Then we're gonna take off for the Axalon, and alert the Maximals." She turned to Airrizzon. "Looks like our secret is out. If we're gonna protect the B&B, we gotta tell the Maximals. You built this place to promote peace, so I'm sure Optamis will agree to defend it."

Airrizzon looked at her friends with tears in her optics, and grasped their hands. "Come back here safely, and soon. Darktide and I will hold out as long as we can against Megatron." She looked at Shock. "Please be really careful. I dunno what I'd do if you got hurt on my account."

Shock smiled and did a little salute. "No problem Air. I'll cya soon." With that she went to beast mode, and took off out the window, after banging into the wall next to it, and ricocheting off it with a resounding thud.

Soul gave Airrizzon's hand a little squeeze, and Pink nodded gravely, before going to beast mode as well, and jumping through the window with more grace than Shock.

Airrizzon twisted her hands nervously. As a pacifist fighting was the last thing she ever wanted to do, but she had to defend her home, and Darktide...

Shockbox turned on her scanners. "Computer locate Megatron." the computer chimed immediately _Unit Megatron is two sectors north east from current location._ "Is he alone?" She asked. _Negative. All Predicon units are detected at same location._ "Primus no..." she said, transforming to utilize her top speed in robot mode.

She quickly came within site of the Predicon fleet. Waspinator and Terrorsour rushed forward to meet her. "Wazbinator hears Shock bot iz a traitor now. Iz that true?" Waspinator said to Shock in a hurt voice.

Outside the B&B Waspinator and Terrorsour were her two best friends in the Predicon Fleet. "It's not true Waspy. I'd never betray you guys! Your my pals." She said defiantly.

Terrorsour transformed and looked at her sadly. "We saw Scorpinok's tape. You were talking to some Maximals. You were sitting right next to them!"

Shock laughed. "You mean Soul and Pink? They're pals of mine, just like you guys. We met up at the B&B, and the owner won't allow fighting there. We became friends."

Megatron approached. "Well Shockbox, they've obviously brainwashed you into thinking you can just abandon your duties to go boozing, and having fun with Maximal scum. Fortunately for you, I know one good way to cure you of that problem." Megatron raised his dino head laser. "By eliminating any thoughts of yours whatsoever. Any final words?"

Shock had to think fast. "I did it for you Megatron! I... wanted to find out about this place, so we could take it over! I mean if it's got comfortable beds, and access to great food and booze, may...maybe we could use it for ourselves!"

The other Predicons looked egger at this news, and Megatron paused. "Why didn't you give me this information sooner?"

"Well I had to get enough info to give you something to work with. Get them on my good side you know?" She said a little more confidently now that Megatron didn't look as keen on shooting her.

Megatron smiled and lowered his dino cannon. "Verywell Shock. You did a good job infiltrating that Maximal hideout. I'll take down your report later. For now, we have to exterminate the pests that reside in our new secondary base. Yeeeessss."

Shock felt a sickening sensation deep in her stomach, but went back into beast mode, and followed as Megatron continued toward the B&B. What choice did she have? She didn't want to kill her friends, but being slagged wouldn't help them either. Terrorsour looked at her concerned. "You bull slag about as good as Tarantulus. You really care about them don't you?" Shock looked at her longtime friend and nodded.

Terrorsour and Waspinator looked at each other, then nodded. They flew up on either side of her. "If Shock bot wantz to save friends, Wazbinator and Terrorsour will help!"

Terrorsour nodded, smiling. "We'll get anyone inside out, and to safety. You can't afford for Megatron to see you leaving the fight. Just aim above their heads."

Shock smiled, tears threatening. She hugged each of her friends. Both looked a little unsettled, but were used to her friendly outbursts. "Thank you so much guys!"

Soultail Omega-Light and Pink Panther ran pell-mell toward the Axalon. It finally came into view, and to Soul's dismay it was the yellow and black spotted cheetah who first saw her approaching. "Hey Lights, how was your trip to sector twenty one?"

Soultail hated the feline since the end of a very short romance. She wished he'd just fall down a ditch, and never bother her again. "Where's Optamis spots?"

"I think he's inside, reviewing some new experiment of Rinox's." Soultail took off toward the lift, but Cheetor continued. "You know Light, I've been thinking maybe we...OUFF!"

Pink ran headlong into Cheetor, head butting him in the gut, and landing on top of him. "Sorry spots, forgot to break." She winked at Soul, who smiled gratefully back. Before he could get his bearings, the two friends took off up the lift.

Optamis was standing over the main console, looking at a holographic display Rinox was showing him. They transformed and he turned around. "What's your report Soultail Omega-Light, Pink Panther?"

"Optamis, I need your help. There's this place I go to... A bed and breakfast..." Pink started.

"Are we finally gonna find out where you keep taking off to, when your supposed to be on scouting duty?" He said with a small smile.

Soul sighed. "Yes sir. It's a bed and breakfast like Pink said, and the owner built it to promote peace. But now the Predicons want to demolish it, along with everyone inside. They're probably on their way there now." Optamis raised his eyebrow at her. "Please sir. My friends are there. I don't want them killed."

Optamis gave them a long look. _Come on you big ape, there's no time for this!_ Soul thought impatiently. "Are there Maximals, or Predicons there?"

"Both. I have a friend from the Predicon fleet who goes there frequently. She's gone to try and stop Megatron from attacking, but I don't know if she'll be able to pull it off. We have to go help them!" Pink shouted.

Optamis gave them a long look. "We'll go, but I need your word your no longer going to shirk your duties to go to this place. From now on your both going to do your best to be efficient members of the crew."

Soultail looked at him solemnly. "You have my word sir! Anything to save Airrizzon, Darktide, and Shockbox." She said immediately. Pink saluted, her face solemn. Both crossed their fingers behind their backs.

Optamis nodded, and raised his wrist to his face. "All units, meet in the command room immediately for an emergency rescue mission."

Airrizzon ran into Darktide's room. He'd always told her not to come in, and now she knew why. He sat up immediately at the sound of the door opening. His armor was lying on the floor, and the blankets were sprawled on the ground. "Primus Darktide, cover up!" She screamed covering her optic sensors.

He grabbed the blanket, and tossed it over his lower half. "Airrizzon, I told you never to come in here. You come busting into my room for huh?"

Airrizzon restrained a sob at the thought of what was happening. "Darktide, the Predicons are coming here. Shock says they'll probably try to destroy the B&B!"

Darktide jumped out of bed, and Airrizzon yelled again, averting her eyes. Darktide ignored her reaction, and quickly got dressed. "Over my dead body they will! I won't let them touch this place." Airrizzon felt his hand on her shoulder. She chanced a look behind her hands. He was giving her a compassionate look. "You've put your spark into this place, and keeping it going. I won't let them take that away from you."

Airrizzon gave a small hiccough. "Oh thank you Darktide. If there's ever any way I can repay you.."

"Well for starters, you can get rid of my tab, and give me half off room and board... free booze wouldn't hurt either."

Airrizzon tossed a vase at him, and hit him square in the face. "You wish! You have any idea how big your tab is?!?" She stomped downstairs to prepare fo the siege. Darktide rubbed his mech covered face, and smiled. "Oh if she's this wild on her feet..." He didn't bother to finish his sentence, but transformed into a large black wolf, and took off downstairs.

Airrizzon had taken off into the back room. Darktide had stored his stasis pod here, and for once she was glad of it's bulky presence. She opened a side compartment, and several quasar guns, machine guns similar to Rinox's, and even a few mount cannons popped out.

She tried to lift one of the cannons, but nearly topped over. Well she did really, right into Darktide. He caught her, and sighed. "You want a hand with that, little sweet thing?"

She raised her head a little higher. He could be so arrogant toward her, especially when nobody was around. She hoisted the cannon up onto her shoulder with some difficulty, but held it there. "I can manage it Darktide. If you wanna help, grab another one, and get it to the roof. This one's going near the door."

He smiled and lifted another cannon with ease. "By the way Air, feel free to use my weapons to defend this place." He said smirking.

She continued to walk away from him, as though she hadn't heard him. By the time he managed to climb the rocky surface of the roof, Airrizzon had her's fully installed on the ground. He grunted, setting the cannon down, and kneeling beside it to secure it to the ground. "Sure, give the tough job to the guy." He snorted under his breath.

He had just finished securing it, and Airrizzon was about to turn inside when he heard it. A cannon blast. He looked to the north, and saw a missile heading straight at Airrizzon. "Look out!" He dove off the roof at an angle, and shoved the two of them away from the front door, where the missile exploded moments later.

He crouched behind a rock, looking for the enemy, but they kept themselves hidden. He started to open fire, and pressed a button on his wrist to activate the cannons. "Get inside! I don't want you getting hurt!"

Airrizzon ran back inside, and Darktide felt a moment of concern for her. What if the place caved in on her? Moments later he heard laser fire right next to him. He looked up, and Airrizzon had two quasar guns in her hands. "What are you doing?!? I told you to get inside!"

"Like I'd listen to you." She said defiantly. "I'm going to defend my home, even if it goes against everything I believe in. I'm not gonna hide inside like a coward." She blasted a large rock at the base, and the Predicon fleet were exposed.

Darktide was impressed, and a little turned on by her battle rage. He smiled to himself, and continued to shoot at the Predicons. He suddenly did a double take. Shock was with them. "Air, look!" He pointed to her.

Airrizzon looked for a few moments, then smiled. "She's aiming around us. None of her's have even come close."

Darktide growled. "I don't' trust Predicons." But he made sure not to aim anywhere near Shock.

"And I don't trust mercenaries for hire! They don't fight for any real cause." Airrizzon shot back at him. He glowered, but remained silent. It was an old argument, but now wasn't the time.

Suddenly the Predicons scattered, and the next moment more missiles landed right where they were moments before. Airrizzon and Darktide looked up, smiling. Optamis and the other Maximals were on the top of the B&B, looking down at them. "Maximals, form a perimeter!"

Pink and Soul jumped down on either side of Airrizzon. "Glad we dropped by again?" Pink said with a grin.

"Always love return customers." Airrizzon smiled, not taking her guns off the Predicons.

"What about Shock?" Soul asked quietly to Airrizzon, and Pink looked over concerned.

"She's over there." Airrizzon pointed. "She can't fight with us, or she'll be killed. She's been aiming over our heads the whole time."

Rattrap moved in front of the three of them and opened fire on the Predicons. "Yeah, can't expect much from a Predicon 'cept being a little coward. Why'd you even bother serving them snowy? They're just stinking..."

Pink and Soul both shot him in the back, and he flew head first into the rock they were crouched behind. "_Pink! Soul!_" Optamis shouted.

Pink shrugged without looking away from the fight, and yelled over her shoulder, "Sorry boss kong, he was right in our line of fire. It was an accident, I assure you!" She gave Soul a little wink. "Really was. I was aiming for his head."

Darktide looked over the rock angrily. "Ah slag this!" He drew his laser sword and ran yelling right toward Megatron. Everyone stopped shooting in surprise. "Die you prehistoric pile of slag!" He jumped on top of Megatron, who in his surprise hadn't bothered to defend himself. Darktide managed to get in several good swipes, taking off Megatron's arm, and stabbing him in the groin before the Predicons opened fire on him.

He flew twenty feet to the right of the battlefield. Airrizzon screamed and ran toward him, ignoring the cry's from her friends to come back. The Predicons ignored her and continued to fire on the Maximals. She knelt down next to him, and held his head in her lap. He looked up at her, his chest sparking. "Looks like I won't be asking you on a date any time soon sweet thing."

Airrizzon sobbed, and forced a smile. "Who said I'd accept anyway?"

He snorted with laughter, mech fluid pouring out his nose at the act. "Ah you know you want it." He gasped and grabbed his chest. She held him up against her gently.

Suddenly she was being torn away from him, and carried into the air. "Get off me!" She screamed in panic.

"Wazbinator iz helping friend of friend like he promized!" She looked up to see him carrying her further away from the battlefield, holding her under the armpits. She looked down, and Terrorsour was carrying Darktide in his arms close behind.

They set down a bit of a distance from the B&B, but still well in sight of it. She could see Rinox running toward them, and Terrorsour and Waspinator raised their guns. "NO! Airrizzon cried. "He's just coming to help Darktide."

They lowered their weapons, but stayed protectively close to the two of them as Rinox approached. He fingered his chain guns, but after a look from Airrizzon decided to ignore the two. "He's not as bad as he looks. Mostly he's suffering from mech loss, and a concussion from the landing, but none of the bullets went too deep. He's gotta be made of some tough metal."

Airrizzon nodded, but they all turned their heads when a loud rumble filled the air. The B&B had caved in, and was no more than a pile of rubble. "NOOOOO!!!" Airrizzon screamed. She tried to run toward it, but Waspinator and Rinox held her arms. She sobbed wildly.

Her home, everything she'd worked so hard to build, and had based her whole life on earth for was gone. She fell to the ground, and lay there sobbing. She felt the grass under her hands, and it seemed the grass wound itself around her fingers. There was a bright flash of light. Both factions covered their optics. When the light faded away, the small group near Darktide had disappeared, along with Shock, Pink, and Soul.

Airrizzon floated in darkness. She could feel several other sparks nearby, all confused and lost. She knew what to do. The landscape of the planet soared by them, and stopped in the middle of a moss carpeted forest.

Some of the trees uprooted themselves, and moved up against one another. An old one with large thick roots remained uprooted, and a 6 foot high opening formed like a door in the wall of trees.

Then the ground began shifting, and some of it raised up, forming moss covered couches, tables, and even a counter. Then the branches on the trees began shifting, and moving. Some came together like a ceiling above them, with a small opening left, while others stacked on top of each other to make a staircase into the opening.

Several objects appeared in the main room that had been in the B&B. Airrizzon's stove, fridge, and all her plates and cutlery. Even her food and booze. They could still hear sounds coming from upstairs, and several insects suddenly scurried out of the enclosure through the door (Pink and Soul shuddered at the swarm, but Shock smiled, and even waved genially at them as they left.)

Finally there was silence in the copse. Darktide had appeared on a couch when they first arrived, and he sat up now. "Man in all my years, I've never seen anything like this place!"

Rinox pulled out a scanner, and began looking around. "The scanner shows we're three parsecs into neutral ground, just five sectors south of both bases."

Soul looked at Airrizzon. "How did you do that?" She said with a note of awe in her voice, looking at the branch made ceiling.

Airrizzon smiled. "I did it from all of your desires to keep this place going. I told you all before I can control plants, but it was your will that helped me find a new place for the B&B."

They all smiled, and in a few minutes they could all be seen raising bottles of beer in cheers. "To the B&B, and our friendship everyone." Darktide said, and all eight of them yelled out their approval.

Darktide put his hand around Airrizzon's waist, and she screamed, bashing him over the head with her beer. "You sick perverted spawn of Smelt! Get back here!" She yelled as he took off.

"It's only perverted if I do it when you don't like it. You like it and you know it!" He yelled back laughing.

"_Do I look like I like it?!?" _She screamed at the top of her lungs as she picked up her frying pan and chased him around the B&B, to the laughter of all present.

**The end!**


	2. Chapter 2

**Inside the Beast Wars Bed and Breakfast.  
Chapter 2**

_This is a second fanfic based on the happenings in the Beast Wars Bed and Breakfast forum on If you read the last one I wrote, and don't understand this one, than go to the forum, and see what your missing! (Free medium cyberpizza to any new customers who say they came to the B&B after reading this!)_

Airrizzon flew away from the B&B, the warm sun and passing wind would have been a sign of a beautiful day on any other occasion, but not today. Tarantulus, aka Phobia as he was known back on Cybertron, was still up to his old game. She shuttered as she remembered the torments he put her through.  
_⌠Don't worry sweetheart, you'll have everything you ever wanted there. You'll get three meals a day, a warm bed, and lots of friends. Who knows you might even get to grow up and be a senator, or ambassador!■ The femebot said to the small sparkling holding onto her leg, peering at the mech in front of her. ⌠But mommy I wanna stay with you!■ The sparkling yelled.  
The fembot got down on the child's level, and took her shoulders gently, looking her in the optics. ⌠Rizzy, you deserve better than this. I can't raise you like this, not since daddy joined Primus.■ The fembot said sadly.  
The child looked around her. An old back alleyway had been redecorated by the bots living there so there were crates and skus separating living areas. Her little home for the first two Stellarcycles of her life, was hung with tattered cloth to keep leering eyes from such a tender child, and she slept on a sku with her mother, pilled high with mouldy rags.  
She looked up at her mother afraid. ⌠Please don't send me away. I didn't mean to make that mould attach itself to Mr. Tearhide! I promise I'll be good from now on, just don't send me away!■ The bot with the yellow optic lens, and purple face bent down and took the child's hand. ⌠Don't worry Ma'am, we get this reaction a lot. Such young children are terrified to leave their families, but once they see the grounds they're so excited they forget to even write home!■ The child began to quiver. The fembot made a sad smile. ⌠You said it's forbidden to leave campus, and I have no real mailing address.■ She said with a wave. ⌠I can come and see her though?■ ⌠Whenever you like Ma'am. We encourage it.■ The fembot and child smiled at one another.  
⌠You'll come see me mommy?■ The sparkling asked.  
The fembot smiled, and quickly brought her hand to her mouth to cover a coughing fit. The sparkling didn't miss the shine of silverfish blue liquid, before she put her hand behind her back. ⌠You know it Rizzy. Get going dear, they have so much to teach you.■ The child smiled to her mother, beginning to understand why she was giving her away, and was grateful she wouldn't suffer the same fate. As she left she heard her mother yell, ⌠Always do well Airrizzon! Make me proud and grow up to be a successful woman!_

Airrizzon shook her head to dispel the rush of emotions at the memory. She had more important things to think about now. She landed in a rocky area, and noticed a fissure in the rock. This was it.  
She growled slowly. If Shock was right he should still be in the C.R. tank back at the Predicon base. She walked slowly toward the hole in the rock, and squeezed through, tucking her wings as close to her body as she could.  
She found herself in a cavernous hallway. A light moved toward her. She crouched low, prepared to pounce. A machine that looked like a flashlight with spider legs walked down the hall to her right, heading toward her. She stared at it for a moment, not sure what to think.  
The thing clicked it's pincers at her, and she saw an electric charge run between them. She growled low. ⌠Airrizzon Maximize!■ The thing moved toward her, but she blasted it. She heard several loud clicking noises above her. She looked up to see hundreds of the creature dangling on the ceiling, some had begun to drop down.  
She was paralysed with shock. Several landed on her, and she flailed, trying to brush them off. She felt a sharp pain in her shoulder as two of them cut through, severing her arm almost half off! Another was on her head, trying to burn through her skull.  
She fumbled at her side, and pulled the pin on one of the smoke bombs. She heard a hissing noise as a cloud of grey smoke filled the chamber. There was a sizzling noise coming from all around her. She felt an intense heat and heard an explosion before she went offline.

_She was lying on the ground in a cage, and several sets of optics were looking at her with concern. ⌠Are you ok?■ Said a mech perhaps a year older than her, with green optics and a red body.  
She nodded. The other three bots around her sat huddled against a nearby wall looking at her. One with a soft green body and red optics gave her a sad look. ⌠We told you not to try and escape during shift change!■ She glared at him. ⌠I thought it was a good idea Stellar. I figured they'd all be too busy to be on guard. You said nobody ever tried it before, so I thought┘■ ⌠That they wouldn't be expecting it?■ Said an orange fembot with sapphire blue optics. ⌠Stellar and I are responsible for all of you little ones, and if we're going to escape we have to do it together.■ Airrizzon winced as she stood, feeling the mech fluid running from between her legs. She sat back down in a corner, knowing she could grieve later that night, when her sobs would echo with the other children's. ⌠Your self appointed responsibility Trioptica. Just because you and Stellar are the oldest doesn't mean you can tell us what to do!■ Trioptica looked hurt, and Stellar put his arm around her. ⌠Just give her some time sis. She's probably still in a lot of pain.■ He said.  
⌠I am not!■ Airrizzon cried, but her head throbbed betraying that statement, and she took it in her hands, stifling the sobs.  
A pale pink fembot sat down next to her, and put her arm around her. She was about the same age as Airrizzon, but so mature, like a mother to the rebellious inmates. ⌠It's ok Air, they were just worried is all. And that's why Trioptica said she was responsible for you. We have to stick together here or die.■ Airrizzon raised her head from her arms, and hugged the fembot. ⌠Thanks Sonar. I'm sorry everyone. Some way to celebrate my eighth stellar-day huh?■ They all smiled at her, and went over to give her a hug, before having to huddle silently, and solemnly as a doctor walked by with a checklist. He peered in with his visor-like yellow optics, purple metal looking near black in the low lighting. ⌠Looks like it's your turn again Airrizzon.■ He said with an evil grin._

Airrizzon woke up, her body throbbing from the heat concussions that had rolled over her. She shook her head to clear it, and regretted it as a wave of pain shot through it.  
She heard her body creaking as she stood up, and ignored it. She gritted her teeth. ⌠Phobia you've put me in more pain than this.■ She muttered.  
She walked down the hall, noticing as she did the charred remains of the small spider like bots. She figured the smoke had shorted their circuits. ⌠I owe you one Soul.■ She said with a small grin, kicking the head of one as she walked.  
She arrived in the main chamber. There she saw a computer attached to the wall by his energon webbing, and several flasks and containers. Now that she was here, she didn't know how she was going to find what she was looking for.  
She noticed the computer screen flashing and decided to investigate. She sat down in front of it, and pressed a button on the keyboard. A screen came up asking for a password. ⌠Password? What would a reclusive psychopath use for a password┘ reclusive┘■ She bent over the keyboard and began to type. ⌠Phobia┘..■ She muttered as she typed. The screen flashed for a moment, and she was granted access to all his files.  
She smiled to herself. ⌠You never learn do you Tarantulus? Never underestimate your victims.■ She looked through the database, searching for a specific file. She noticed a folder labelled P.E.L.M. ⌠Is this where you hide the formula?■ She looked through the contents of the file, her face turning grim. ⌠The others may need some of this.■ She searched around the room, and found an uplink cable. She plugged it into her head, and the other end into the computer. ⌠Begin upload of filename P.E.L.M. and encrypt data to open only on my command.■ The screen flashed, and images flashed past her optics. Pictures of children, experiment logs, and most importantly a chemical formula. The computer beeped. ⌠Upload complete.■ She removed the cable, and spoke to the computer. ⌠Delete filename P.E.L.M. from database, and defrag.■ The computer beeped again and the data was deleted. The computer began the defrag program, and she turned away, looking around.  
She walked over to a panel, and touched several rocks on the wall. The panel opened, and she pulled out several containers of green liquid, wrinkling her nose as she did. ⌠This is what you used on her to weaken her. What you used to use on all of us to stifle our powers, but on Soul it didn't work as well did it? You need to modify this, but now you'll never get the chance.■ Suddenly she groaned, and went to one knee. In her anger and excitement she had forgotten the pain, but it was beginning to hit her worse than ever now that she had found her goal. ⌠Computer, temporarily disable nervous system.■ She gasped. A numb sensation gripped her, and she stood up. She wasn't in pain, but she also couldn't feel if she was holding the containers still. She looked down and saw them, one now covered in her mech fluid from her shoulder.  
She carefully put them in her subspace pocket, and went to shut the panel, when something glowing caught her optics. She reached in, and pulled out another container filled with a silvery fluid. Also inside was a small spider, perhaps the size of the palm of her hand. She looked at it carefully. It had the body of a tarantula, but the patterns of a black widow.  
She examined it closer. The shell, which was soft and rubbery looking instead of hard, was semitransparent, and she could see mech veins, and a spark chamber. She looked at the chamber but it was empty. The foetus of Blackarachnia and Tarantulus, who never lived long enough to see the world. Maybe he had ripped it from her still alive to experiment on, or had found it already dead and brought it back.  
She cradled the little baby in the container, her spark beating with pain, and thought of Soul. ⌠No, it won't go the same way as this little one, I swear!■ She walked outside with the container still in her arms, sat on the ground, and whistled for a few minutes. The grass around her began to wave, and finally tore itself from the ground. It began to weave itself into a large square.  
Finally the blanket fell completed at Airrizzon's feet, and she carefully opened the container. Her whole body was still numb, and she didn't want to accidentally crush the baby. She gritted her teeth, and shut her optics. ⌠Computer, reactivate nervous system.■ She gasped as the pain gripped her again, and had to take a few moments to steady herself. After a few moments she reached into the container, grimacing at the texture of the liquid, and pulled the precious bundle out of it. She lay it on the blanket, used a piece to wipe it off a bit, and looked at it, while it looked blankly back at her with it's dead optics. She wrapped the blanket around it, and ignited her jets, bringing her precious parcel back to the Bed and Breakfast to be laid to rest properly, and the fluid to be evaluated, and someday turned against the terror who created it.


	3. Chapter 3

Leppender lay silently in her room at the Bed and Breakfast, gently rubbing her stomach. She sighed, and shut her optics, thinking back to the night just four Decacycles before...

She was lying next to Optimus, resting her head in the crook of his arm, or more like lying _in_ the crook of his arm, considering his size. She heard him sigh. "What's wrong?"

He brushed her cheek with his forefinger. "We shouldn't have done that. What will we do if we're caught."

She bit her lip. "Say it was a temporary personality glitch?"

He raised his head and looked at her sadly. "Is that really how you feel?"

She put her hand on his. "I guess I'm just afraid of letting anyone know what I really feel, it makes me vulnerable."

He nodded, and ran his thumb over her hand. After several more minutes he spoke again. "You know how I feel don't you?"

Leppender hugged him. "Yes. I feel the same. I have since we met on Cybertron."

He rolled over, cradling her in his arms. "I know I shouldn't say this, but maybe it can work, maybe we could try telling them."

She snorted. "And be like Soultail and Cheetor, always hugging and wearing vapid smiles, or like Skyfire and Dinobot constantly smiling at each other, and holding hands when they think nobody's looking? No I prefer it like this."

He looked at her sadly. "Well I don't. Maybe you can't stand to let anyone know how you're feeling, but I want to be able to hold your hand and hug you whenever I like."

Leppender looked into the bush next to her, and froze. Optimus followed her gaze, and they saw a pair of bright yellow cat eyes staring at them. "Who's there?" Leppender said fiercely.

They heard a sigh, and with a rustle of bushes, the eyes disappeared. Leppender got up, and moved into the bushes. "Be careful." Optimus said.

She looked around, and saw nothing. She glanced down and noticed paw prints, along with a single large feather. "Airrizzon..." She muttered looking around. She heard Optimus moving toward her, and she took a deep breath. "You'd best head back to the base. I'll go to the B&B so nobody suspects anything."

He gave her a severely hurt look. "Prime, just think about what I said. Good night Leppender." With that he flew away toward the base, and after he was out of sight, she transformed and headed for the bed and breakfast.

A knock at the door brought her out of her daydreaming. "It's open." She called.

Tigatron walked in, and sat on the bed next to her. "How are you feeling?" She gave him a cold look. He sighed. "Leppender you really have to smarten up, there are people downstairs who love you dearly, and all you do is push them away."

She continued to look at him coldly. "I don't push them away, they leave on their own."

He gave her a calculating look. "You're talking about Airrizzon aren't you?" She looked away angrily. "You two have been friends since you were sparklings. She apologized for leaving us like that, I don't know why you can't forgive her."

She stared at the wall without really seeing it. "Because she didn't say goodbye. She always does this, takes off for Primus knows how long, abandoning her own child, and comes back thinking we'll all welcome her back with open arms. Not me, not this time."

Tigatron looked at the ceiling, a distant look in his optics. "Do you feel it sister, the call of the wild? I feel it quite frequently, mostly when I'm afraid to keep fighting, when I want to have some peace in my life." Leppender looked at him curiously. "I know she feels it, she's a pacifist. She fights when she has to, but she built this place as a symbol of peace. Look at what it is now, a secondary base of operations. Would you like to return home each day to a place that stands for the one thing you despise?"

She sat up, and looked at her hands. "No, I wouldn't, in fact I would try to leave and never return."

He took her by the chin and forced her to look at him. "Exactly. The fact that she keeps coming back means that she wants to be with us, that she's fighting that desire to run away. Though I know she loves all of us dearly, I think out of all the bots here you're the reason she really enjoys coming back. If I didn't know better I would think you two were made from separate halves of the same spark."

She smiled. "You're right, she's closer to me than a sister, she's like a part of me... the best part of me, the one that is always happy and willing to help others."

"You need to apologize to her for how cruel you've been, and try to forgive her." He said calmly. She nodded, and suddenly gasped, grabbing her stomach. "What's wrong?"

"Nothing." She said shaking her head, continuing to hold her stomach.

Tigatron looked at her stomach, and saw a small ripple of movement. "Sister... You're with spark?"

She tried to get up, but he took her by the wrist, and held her back. She submitted. "Yes... I'm about four Decacycles into it."

Tigatron stared at her in shock, then smiled. "It's Optimus' isn't it?"

She looked at him in surprise. "What makes you think that?!"

He smiled. "It's no secret how you two feel about each other. In fact many times when you're not around we often wonder when you two are going to make it official. It's quite obvious that you're in love."

"Love?" She said, gently rubbing her stomach. Suddenly she smiled. "Yes, that does sound right. I suppose I'll have to tell him soon."

Tigatron smiled. "I'm happy for you sister. So far Airazor and I haven't had any luck starting a family, but I'm glad I'll be an uncle soon."

Leppender gave him a disgusted look. "I didn't even know you were trying."

Tigatron smiled. "You never asked. Come downstairs sister, they've put on the radio so we can hear what's happening with Optimus and Terrorsaur at the landing site of that new ship."

She nodded, and headed for the door. She stopped suddenly. "Brother, you won't tell anyone will you?"

"About you being pregnant, or how you feel about others?" She gave him a cold look. "I won't breath a word to anyone about either. That's for you to say."

She nodded, and stared at the door, her hand hovering over the nob. Sudden;y she smiled. "Tigatron, would you like to feel your new niece or nephew?"

He gave her an elated look, and moved next to her, putting his hand on her stomach. The baby inside gave a large kick, and they laughed. "For only being four Decacycles developed, that's one strong baby."

She smiled. "I think it'll probably take after it's father, strong and kind." She felt it moving around inside her, like it was doing somersaults, and laughed. "It'll definitely be like Optimus."

Tigatron smiled and removed his hand. "Good because if it was anything like you, I'd taking the next ship off this planet. One of you is enough of a headache sister."

She smacked him upside the head with a grin, and walked out of the room to rejoin her friends at the Beast Wars Bed and Breakfast.


	4. Chapter 4

Don't let go.

_This fanfic is a slash between Flash and Ozonide, which basically means if you don't like two men having sex, DO NOT READ ANY FURTHER THAN THIS!!! Ozonide is the property of Pinkpanther9.7, used with permission. Flash, Dash, and Chronose are my own characters, and I own the rights to them._

Ozonide sat in the forest, a nanite rolling around in his hand. He sighed, and closed his optics. He could see the face of Chronose hovering close. He was a boy again, a carefree child. His smile was infectious. Ozonide smiled, but then Chronose's face changed, and became older. It was more evil and twisted. "I will bind you to me for all eternity, and let you suffer with the death of all those you love, because you are my friend."

"NO!" He yelled. "I waited for you! You were my light in the darkness! My sanity.... my hope..." Slowly the face changed. It turned from deep blue to light blue, the helmet from black to white, and the evil face changed to one filled with kindness and love. "Ozonide."

"Hey Ozonide!" He opened his optics. Flash was standing over him looking concerned. "You ok man? You cried out in your sleep."

_Was it a dream? _He thought. He stood up. "I was thinking of my childhood again." He said bitterly, turning away from Flash, and walking deeper into the forest.

Flash followed a few steps behind him. "About Chronose too huh?" Ozonide remained silent. "I think about him a lot. Him and Dash both. We were all so close in P.E.L.M.... It was hard." Flash had a pained expression on his face. "You know sometimes I envy you."

Ozonide stopped and glared at him. "You envy the thought of lying in a box for five years, with no light, no sounds, nothing except your thoughts, which slowly go insane? You're envious of that?! If anything I should be jealous of you."

Flash looked him in the optic. "Ignorance is bliss Ozonide. The things they put me through... The things they made me do..."

Ozonide snorted. "Nobody can force you to do anything, you've always got a choice."

Flash stared at him, and tears came to his optics. "Wanna know what choice I had? I had to chose between watching men rape my brother, then raping me, or doing it myself! What else could I do? Let some frigging scientists and guards assault my brother? You have no idea what it's like to chose between being raped, or having sex with your own brother!" Ozonide looked away, but Flash stepped in front of him. "And not just once. Not even several times for one day, and that was it. Each and every day for three fucking years!"

Flash dropped down on the ground and started sobbing. Ozonide watched him with a pained expression, then sat next to him. "Maybe we were both lucky. Maybe we each have a reason to be jealous of each other." Flash looked up at him in shock. "But maybe we also have a reason to pity one another. I would have given anything, and I mean _anything_, to have friends during that time."

Flash wiped his optics and snorted. "You can't say anything. You don't know what being put through that kind of shit is like. You've never been raped, or even had sex!"

Ozonide leaned close to Flash, a strange look on his face. "No, but I've wanted to know. I've wanted to know for a very long time." He put his hand on Flash's cheek, and leaned closer. "Show me."

Flash leaned forward, and kissed Ozonide passionately. He held onto the back of his head, pressing his lips firmly against his mouth, his tongue probing deeply, tasting every inch. Their lips parted, and Flash moved his face down toward his neck, kissing, and sucking on it, while he removed Ozonide's chest plate. Ozonide groaned with desire. He hadn't known he could feel like that! He grunted, and took one of Flash's hands, moving it down toward his lower plate.

Flash put his hand between Ozonide's legs, and gently moved his fingers, one at a time, across his long, hard shaft. He moved his face down toward his chest, and taking a nipple in his mouth, he sucked lightly, flicking his tongue across it. Using his other hand, he removed Ozonide's lower plate.

Ozonide was delirious with pleasure! He was gasping, almost crying out. He fumbled to remove Flash's armor. Flash lifted his head and smiled. "You like it so far?"

Ozonide groaned angrily. "Don't fucking stop you moron!"

Flash chuckled. "We're only beginning." He took Ozonide's hand, and leaned close to his face. "Hold on to it. Don't let it go yet. I swear I'll make you feel more loved than you ever have." He whispered in a husky voice. "Don't let go."

Ozonide pulled his face toward him, and kissed him fiercely. "Hurry." He whispered. Flash smiled, and lowered himself. He gently ran his tongue along Ozonide's chest, then his stomach, and his navel. He paused there, and reached for his hot, throbbing member. With a smile he ran his tongue along it. Ozonide shuddered, and gasped. Flash rolled his tongue around the head of Ozonide's penis, then enveloped it with his mouth. He cried out in shock and pleasure. "F...Flash!" Flash stroked him quickly, sucking on his cock just as rapidly. Ozonide's back arched. He felt like he was reaching his limit! Flash suddenly let go, and Ozonide let out a moan of dismay. "I was so close!"

Flash straddled Ozonide, and took his hand, looking deep into his optics. "Don't let go yet. Don't let go." He whispered as he impaled himself on Ozonide's fully engorged member. They both cried out, their backs arched, as they flung themselves into nirvana. Ozonide's breath came in short, yelping gasps. He grabbed Flash's hips, and pushed him down hard, wanting to feel himself fully emerged.

Flash cried out in a mix of pain, and exquisite pleasure. He reached desperately for Ozonide's slick hand, and grasped it. Ozonide started thrusting upward, keeping in rhythm with Flash, and moved his other hand onto Flash's penis, gently stroking and touching, still unsure of himself. He was rewarded with a cry from Flash, and a small amount of clear fluid at the tip. He bend over, and licked it off, causing Flash to cry out even louder. He felt his need more urgent than ever. "Flash... I... I can't.."

"Close! Gonna..... AHHHHHH!" Flash cried in ecstasy, as he showered Ozonide in his cum. As the warm fluid hit his chest and neck, Ozonide gave a strangled cry, and came the very next second.

They remained upright for a moment, breathing hard, then Ozonide fell backwards, and pulled Flash on top of him. He could feel his spark racing, and through his chest plate Flash's as well. He smiled and thought _Our sparks are beating as one, same pace, same time. How I love this man._ His optics flew open as soon as the thoughts entered his mind. Never had he admitted to caring for anyone like that, not even Chronose. Deep in his spark he new that was why he stayed by him on the streets of Cybertron, why in the darkness he was all he thought of, and even after his escape thoughts of being with Chronose had plagued his being.

"That was fucking amazing Ozzy." Flash gasped. Ozonide's spark seemed to flutter, and he smiled, resting a hand on Flash's head, holding him close. After a few moments Flash sat up partially. "Hey, what are your nanites doing?"

Ozonide followed his gaze, and saw that they had left his body of their own accord. They looked almost like they were dancing, the way they were looping around, making intricate patterns in the dirt, but as he watched he realized they weren't dancing, they were writing something. "Ozonide loves Flash?" He said, completely flabbergasted.

Flash blushed wildly. "I didn't know you had a flair for romantic gestures. You didn't have to go to that extent just to tell me."

Ozonide looked livid. "I didn't. You little assholes! I didn't say you could go and do that!" The only response he got was the nanites moving below the words to draw a picture of a very lovestruck looking Ozonide, facing a portrait of Flash wearing a similar expression. "GET BACK HERE NOW!" He yelled. The nanites scurried back into his hand, and into his circuits. "Symbiotic my aft." He muttered.

He laid back down, and Flash rested his head against his chest once more. They remained silent for several minutes, until Flash said "So it's true what they said then, that you love me." Ozonide grunted, and looked away. Flash smiled, and buried his head into Ozonide's shoulder. "Me too."

Ozonide was moved, but if it hadn't been for the nanites blurting out his feelings for him, he probably wouldn't have told Flash at all. "So what do we wanna do about this?"

"You mean about the others?" Ozonide nodded. Flash sat up, and touched his cheek. "Up to you. Though I can't really see you prancing around, holding my hand, and going all goo goo eyed like the picture your nanites drew, I wouldn't mind it."

Ozonide took a deep breath, and shook his head. "Shut up already." He leaned up to kiss him lightly, pulled his head back down onto his chest, and shut his optics, feeling for the first time since he was a child, like he was truly at peace.


End file.
